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                                                        EXHIBIT 10.2


                   SEPARATION AGREEMENT AND RELEASE OF CLAIMS


This AGREEMENT is between FIRST SECURITY BANK OF LEXINGTON,  a Kentucky  banking
corporation  ("Bank") and FIRST SECURITY BANCORP,  INC., a Kentucky  corporation
("Company"), and JOHN S. SHROPSHIRE ("Shropshire"), an individual.

In  consideration of the covenants and promises set forth below,  Bank,  Company
and Shropshire, intending to be bound legally, agree as follows:

1.  TERMINATION:  Bank and  Company  have agreed  with  Shropshire  to sever and
terminate  the  employment  relationship  effective  at the close of business on
August 31, 2003 (the "TERMINATION DATE").

2. BOARD  POSITIONS:  Shropshire  will  resign as chairman of the boards of both
Bank and Company  immediately upon execution of this Agreement.  Shropshire will
remain as a director of Bank and  Company  until close of business on August 31,
2003, at which time Shropshire will resign both directorships,  unless requested
to do so earlier by the executive committee of Bank or Company.

3. SEVERANCE: In exchange for a waiver and release of any claims that Shropshire
has or may have  against Bank or Company,  and in lieu of any other  benefits to
which Shropshire is or may be entitled, Bank, Company and Shropshire have agreed
that Bank shall pay to Shropshire the following:

     (a) Bank shall  withhold from any payments made pursuant to this  Agreement
any taxes required by law to be withheld.

     (b) Bank shall  continue to pay  Shropshire  his current salary and provide
all of his current  benefits  (including,  health,  dental,  life and disability
insurance,  401K  match,  country  and  business  club  dues,  cell  phone,  and
automobile allowance) until close of business on August 31, 2003.

     (c) Bank  shall pay  Shropshire  a bonus for the year of  2000-2001  in the
amount of $17,000 upon the execution of this Agreement.

     (d) Bank shall pay Shropshire his current salary and (except as provided in
Section 4 below)  provide all of his current  benefits  (as defined  above) from
September 1, 2003 to March 1, 2004.

4. COBRA:  During the one (1) year period  following the Termination  Date, Bank
shall pay the COBRA premium for Shropshire's  continued  coverage under the Bank
group health and dental plans under which he is covered on the Termination  Date
and for  which he  timely  makes  an  election  to  receive  COBRA  continuation
coverage.  Shropshire  shall  continue to pay his  co-payment  now in effect for
coverage  under  those  plans.  In  the  event  that  Shropshire   shall  obtain
substantially  similar  insurance  coverage as a part of a customary  employment
package by a new employer,  then Bank's  obligations  under this paragraph shall
cease upon the  effective  date of such new  coverage.  In addition,  Shropshire
shall be responsible  for the payment of COBRA


<PAGE>  26


premiums  for any  remaining  COBRA  coverage to which he may be entitled by law
after the expiration of Bank's  obligations under this paragraph.  The period of
COBRA coverage shall commence on the Termination Date.

5. STOCK OPTIONS: All shares in which Shropshire is vested as of the Termination
Date  will  remain  vested  and be  exercisable  pursuant  to the  terms  of the
applicable stock option plan.

6. NO OTHER BENEFITS:  Other than as specifically set forth above, Bank, Company
and Shropshire  agree that, after the Termination  Date,  Shropshire will not be
eligible to receive or participate in any of the benefits or perquisites offered
by Bank or Company to its employees.

7. NON-COMPETITION; NON-SOLICITATION:

In consideration for the covenants herein,  Shropshire  specifically  undertakes
and agrees that for the one (1) year period  following the  Termination  Date he
will  not,  either  directly  or  indirectly,  in any  capacity,  whether  as an
employee, manager, owner, shareholder,  director, trustee or consultant, solicit
or contact any customer or client of Bank or Company. Shropshire hereby warrants
that such  restriction  is  reasonable  and will not preclude him from earning a
living.  If Shropshire  violates this  paragraph then Bank's  obligations  under
Paragraphs 3(d) and 4 shall immediately cease.

8. CONFIDENTIALITY:

     (a) For purposes of this  Agreement,  the term  "Confidential  Information"
shall mean information that the Bank or Company owns or possesses,  that it uses
or is  potentially  useful  in its  business,  that it  treats  as  proprietary,
private,  or  confidential,  and  that is not  generally  known  to the  public,
including,  but not limited to,  information  relating to the Bank or  Company's
existing and contemplated  businesses,  sales, financials,  products,  services,
technology,  techniques, processes, formulae, inventions or know-how, marketing,
sales methods, technical service expertise, employees, personnel files, lists of
actual or  potential  customers,  and actual and  potential  customer  usage and
requirements.

     (b) Shropshire  acknowledges  that Shropshire  occupies a position of trust
and  confidence  with  Bank  and  Company  and has  access  to and  may  develop
Confidential  Information of actual or potential value to or otherwise useful to
Bank and Company.  Shropshire  covenants and agrees that during  employment  and
after the termination of Shropshire's employment for any reason, Shropshire will
treat as confidential and will not, without express  authorization from the Bank
and Company,  disclose or use in whole or in part any  Confidential  Information
that he may acquire while employed.

     (c) Shropshire agrees that under no circumstances  will he remove from Bank
or Company's offices any books, records,  documents,  or computer data or any of
Bank or Company's  property.  At the Termination Date,  Shropshire will promptly
deliver to Bank or Company all memoranda, notes, records, documents,  diskettes,
computer data, sketches, plans, models,  compositions,  formulations,  and other
tangible items made or compiled by Shropshire or in  Shropshire's  possession or
control  concerning  or  relating  to  any  Confidential  Information  or to any
business, product, process, operation,  personnel, or business associate of Bank
or Company.  These memoranda,  notes, records,  documents,  diskettes,  computer
data, sketches,

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<PAGE>  27


plans,  models,  compositions,  formulations,  or other  tangible items (and all
copies thereof) shall be and remain at all time the Bank or Company's property.

9. RELEASE OF CLAIMS: Shropshire, on behalf of himself and his heirs, executors,
administrators, representatives, successors and assigns, in consideration of the
terms and  conditions set forth in this  Agreement,  and other good and valuable
consideration,  the receipt and sufficiency of which is  acknowledged,  remises,
releases  and  forever  discharges  Bank  and  Company,  their  representatives,
subsidiaries,   affiliated  corporations,   successors  and  assigns  and  their
respective   officers,   directors,    shareholders,    employees   and   agents
(collectively,  the  "RELEASEES")  from any and all  claims,  damages,  actions,
causes of  action,  losses,  liabilities,  suits,  debts,  dues,  sums of money,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies,  agreements, promises, variances, trespasses, judgments, extents,
executions,  costs and  expenses of any nature  whatsoever,  including,  without
limitation,  court costs and attorneys' fees, whether or not now known,  claimed
or suspected,  fixed or contingent,  in law or in equity  relating in any way to
his  employment  and  relationship  with  Bank  or  Company  (collectively,  the
"CLAIMS")  which  Shropshire now has, has ever had, has ever claimed to have had
or may have against  Releasees,  including:  any and all Claims for violation of
the common law, including, but not limited to, wrongful discharge of employment,
breach of contract - express or implied,  negligent or intentional infliction of
emotional  distress,  negligent or intentional  misrepresentations,  negligence,
slander, defamation or self-defamation;  any and all Claims for violation of any
federal, state, local or municipal rule, regulation or statute,  including,  but
not limited to, alleged  violations of the Age  Discrimination in Employment Act
of 1967, as amended (and including the Older Workers Benefit Protection Act), 29
U.S.C.  ss.621 ET SEQ.  (the  "ADEA"),  the  National  Labor  Relations  Act, as
amended;  Title VII of the Civil Rights Act of 1964,  as amended;  Sections 1981
through  1988 of Title 42 of the United  States Code;  the  Employee  Retirement
Income Security Act of 1974, as amended;  the Immigration Reform Control Act, as
amended; the Americans With Disabilities Act of 1990, as amended; the Family and
Medical  Leave Act of 1993;  the Fair  Labor  Standards  Act,  as  amended;  the
Occupational Safety and Health Act, as amended;  the Consolidated Omnibus Budget
Reconciliation Act, as amended,  the Kentucky Civil Rights Act, KRS Chapter 344,
and all applicable state  anti-discrimination,  anti-retaliation,  wage and hour
and other employment laws; any and all Claims for violation of any public policy
having  any  bearing  whatsoever  on the  terms or  conditions  of  Shropshire's
employment or cessation of employment with Bank and Company;  any and all Claims
arising directly or indirectly out of Shropshire's employment by bank or Company
and any  predecessor  companies;  and any and all Claims for attorneys' fees and
costs.

This  Release  of Claims  does not  impair the  express  obligations  of Bank or
Company that are set forth in this Agreement.

Shropshire  covenants  and agrees  that he will not assert any claim or initiate
any legal or other  action  against  any  Releasee  with  respect  to any matter
covered by the foregoing release.  Shropshire acknowledges and agrees that if he
or  any  of his  representatives,  heirs,  executors  or  administrators  should
hereafter make against the Releasees any claim or demand or commence or threaten
to  commence  any  action,  claim or  proceeding  otherwise  prohibited  by this
Agreement,  this  paragraph  may be raised as a complete bar to any such action,
claim or proceeding and the applicable  Releasees may recover from you all costs
incurred in connection with such action, claim or proceeding.

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<PAGE>  28


Notwithstanding  anything  to the  contrary  set  forth  in  this  Paragraph  9,
Shropshire   does  not   release   in  any  way  any  rights  he  may  have  for
indemnification  as a director,  officer or agent of Bank or Company pursuant to
statutory law or pursuant to the articles of  incorporation or bylaws of Bank or
Company.

10.  FUTURE  RELEASE:   Shropshire  agrees  to  execute  an  additional  release
substantially in the form of Paragraph 9 above, upon the Termination Date.

11. REVOCATION PERIOD:

     (a) Shropshire  acknowledges  that he has seven (7) days after execution of
this Agreement to revoke it.

     (b) IF SHROPSHIRE DESIRES TO REVOKE THIS AGREEMENT AFTER EXECUTION, HE MUST
NOTIFY BANK AND COMPANY IN WRITING,  WHICH WRITING MUST BE RECEIVED ON OR BEFORE
11:59 P.M. ON THE SEVENTH DAY AFTER EXECUTION OF THIS AGREEMENT. IF THE LAST DAY
OF THE  REVOCATION  PERIOD  IS A  SATURDAY,  SUNDAY OR LEGAL  HOLIDAY,  THEN THE
REVOCATION  PERIOD SHALL NOT EXPIRE UNTIL THE NEXT  FOLLOWING DAY WHICH IS NOT A
SATURDAY,  SUNDAY OR LEGAL HOLIDAY. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR
ENFORCEABLE,  AND THE CONSIDERATION  DESCRIBED ABOVE SHALL NOT BE PAYABLE, UNTIL
THE REVOCATION PERIOD HAS EXPIRED WITHOUT SUCH REVOCATION HAVING BEEN GIVEN.

12. MERGER AND INTEGRATION:  Except with respect to the agreements referenced in
Paragraph 5 above, all prior  understandings  and agreements between the parties
are merged into this Agreement,  which expresses the complete  understanding and
agreement  between  the  parties.  Notwithstanding  the  foregoing,  any Bank or
Company policies and agreements,  regarding  confidentiality of Bank, Company or
customer  information remain in full force and effect and are not altered in any
way by this Agreement.

13. SEVERABILITY:  If any term or provision of this Agreement or the application
thereof to any person,  entity or circumstance shall to any extent be determined
by a court  of  competent  jurisdiction  to be  invalid  or  unenforceable,  the
remainder of this  Agreement,  or the application of such terms or provisions to
such person,  entity or  circumstance  other than those that are held invalid or
unenforceable,  shall not be affected thereby, and each other term and provision
shall be valid and enforced to the fullest extent  permitted by law. The parties
authorize  the court to reduce in scope or modify,  if possible,  all invalid or
unenforceable provisions, so that they become valid or enforceable.

14.  SUCCESSORS:  This  Agreement  shall be binding upon, and shall inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators, successors and assigns.

15.  GOVERNING  LAW:  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the Commonwealth of Kentucky,  without regard to its
conflict of laws principles.

16.  WAIVER OF RIGHTS:  Shropshire  understands  that there are  various  state,
federal and local laws that prohibit employment  discrimination on the basis of,
among other things, age, sex, race,

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<PAGE>  29


national  origin,  religion and  disability  and that these laws are enforced by
various government  agencies.  Shropshire intends to waive and hereby does waive
any right that he may have to bring a claim  against  Bank or Company  under the
Age  Discrimination  in Employment  Act of 1967 as amended,  and under any other
laws regarding  employment  discrimination  with respect to his employment  with
Bank or Company. Shropshire acknowledges that he does not waive the right of the
Equal Employment Opportunity Commission to act in any matter.

SHROPSHIRE SPECIFICALLY ACKNOWLEDGES THE FOLLOWING:

     A)   SHROPSHIRE  HAS READ THIS  AGREEMENT  INCLUDING  THE FULL  RELEASE  OF
          CLAIMS AND FULLY UNDERSTANDS ITS TERMS;

     B)   SHROPSHIRE IS VOLUNTARILY  ENTERING INTO THIS  AGREEMENT  KNOWINGLY OF
          HIS OWN FREE WILL AND WITHOUT UNDUE INFLUENCE OR STRESS;

     C)   THE WAIVER  SPECIFICALLY  REFERS TO RIGHTS OR CLAIMS ARISING UNDER THE
          AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 AS AMENDED;

     D)   SHROPSHIRE  HAS NOT WAIVED ANY RIGHTS  ARISING  AFTER THE DATE THAT HE
          EXECUTES THIS AGREEMENT;

     E)   THE PAYMENTS AND  BENEFITS  AND OTHER  CONSIDERATION  PROVIDED BY THIS
          AGREEMENT  INCLUDE  PAYMENTS  AND  BENEFITS  THAT ARE IN  ADDITION  TO
          ANYTHING OF VALUE TO WHICH SHROPSHIRE IS ALREADY ENTITLED;

     F)   SHROPSHIRE  HAS BEEN  ADVISED IN WRITING TO CONSULT  WITH AN  ATTORNEY
          PRIOR TO EXECUTING THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO REVIEW
          THIS AGREEMENT WITH AN ATTORNEY;

     G)   SHROPSHIRE  HAS  BEEN  GIVEN A  PERIOD  OF 21 DAYS  TO  CONSIDER  THIS
          AGREEMENT;

     H)   THE AGREEMENT  PROVIDES  SHROPSHIRE  WITH A PERIOD OF 7 DAYS FOLLOWING
          THE EXECUTION OF THIS AGREEMENT TO REVOKE THE AGREEMENT; AND

     I)   THE AGREEMENT WILL NOT BECOME EFFECTIVE UNTIL THE EIGHTH DAY FOLLOWING
          EXECUTION BY THE SHROPSHIRE OF THIS AGREEMENT.

If Shropshire signs the Agreement prior to the expiration of the twenty-one days
given  to  Shropshire  within  which  to  consider  this  Agreement,  he does so
voluntarily and of his own free will.

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IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE
BELOW.



/s/ JOHN S. SHROPSHIRE                      Date: July 7, 2003
John S. Shropshire


FIRST SECURITY BANK OF
LEXINGTON

                                            Date:July 7, 2003
/s/ LEN ALDRIDGE

By:LEN ALDRIDGE
Title:MEMBER OF EXECUTIVE COMMITTEE


FIRST SECURITY BANCORP, INC.

                                            Date:July 7, 2003
/s/ LEN ALDRIDGE

By:LEN ALDRIDGE
Title:MEMBER OF EXECTUVIE COMMITTEE



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